Board Of Aldermen

Terms and Conditions:

Expenses:

3

documents will contain the following conditions precedent,
representations and warranties, covenants and events of default:

Origination Fees:

Principal Repayment:

Prepayment:

Capitalization:

Collateral:

Gaurantee:

Documentation:

2

date of the Term Loan; and (3) on no more than 5 separate balances at any
one time.

Interest will be calculated on the actual number of days elapsed on the
basis of a year consisting of 360 days and shall be payable monthly in
arrears by the 20" day of the following month.

None.

Attachment B

SCOBANK sain a oe
_ 3OC-IA2-8072

MMA SCTANK Core

January 15, 2016

Mr. Larry Goodhue, President
Pennichuck Corporation

25 Manchester St.

Nashua, NH 03054

Dear Mr. Goodhue:

Total Capitalization shall mean Total Debt plus Net Worth, except that in determining
Total Capitalization, contributions in aid of construction, advances for construction, customer
deposits, or similar items reducing rate base calculations shall be excluded.

Loan Documents shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating to this Agreement or the Promissory Notes and Supplements,
including, without limitation, all applications, certificates, opinions of counsel, mortgages, deeds of
trust, security agreements, guaranties, interest rate risk management agreements (including the [SDA
2002 Master Agreement and all schedules thereto),and pledge agreements.

Default Rate shall mean: (1) in the case of principal, 4% per annum in excess of the rate(s)
that would otherwise be in effect on the loans under the Promissory Notes and Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CoBank Base
Rate, as in effect from time to time.

EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.01 _— Definitions. As used in the Agreement, any amendment thereto, or in
any Promissory Note and Supplement, the following terms shall have the following meanings:

disposal of all Hazardous Materials located on any property of the Company; (B) any claims, suits, or
liabilities against the Company; and (C) the failure to pay any taxes as and when due. The foregoing
indemnities shall not apply with respect to an Indemnitee to the extent arising as a result of the gross
negligence or willful misconduct of such Indemnitee. The indemnification provided for hereunder shall
survive the termination of this Agreement.

SECTION 10.09. [Intentionally Omitted]

agree to submit to the non-exclusive jurisdiction of any federal or state court sitting in Colorado for any
action or proceeding arising out of or relating to this Agreement or any other Loan Document. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of
forum non-conveniens.

(C) Application of Funds. Apply all payments received by it to the Company’s
obligations to CoBank in such order and manner as CoBank may elect in its sole discretion.